Implications of Post-Closing Unjust Enrichment Claims for Shareholders

In M&A transactions, considerable attention is appropriately paid to what, if any, legal claims will be available post-closing, and against whom such claims can be asserted. Among other things, contractual limitations on legal claims seek to protect affiliates of the seller or target—such as private equity funds and other selling shareholders—who are not themselves parties to the contract or in a position to know the accuracy of the representations and warranties being made.